The Outskirts
by Aryestelle
Summary: Inspired by the original intro video for Toontown. A story about revenge, rebellion, corruption, greed, evil, deception, truth, lies, and desolation. A story about a scheming scientist, a misguided young dog, an intelligent red cat, a grizzled old detective, and many others. A story in which Toontown is turned upside down.
1. Prologue

**Author's Note: **I've been posting this story on a forum but decided that I might as well throw it up on here too for anyone who wants to read it. The only important thing I can think of to mention at the moment is that the chapters in italics are set in the past. Oh, and there's also a prequel of sorts to this story that I've just started writing, The Enlightened, that I suppose I'll put on here as well. You don't have to read either story to read the other.

**Prologue**

Would the stairs ever end? The whitewashed, winding, insufferable stairs that led down from the upper levels of Loony Labs and onto the main floor. Oh, yes, the main floor. The place where a green duck, her name unknown to him, stood behind a desk with a smile plastered on her face as she stared through the transparent glass front doors, waiting for someone to come in and inquire about the brilliant scientists up above and their work.

Oh, yes, the brilliant scientists were up above. Yet he was going down to where the green duck and the inquirers were. This meant that he was no longer a brilliant scientist, at least not in their eyes. He had grown tired of the endless labor that brought him not an ounce of appreciation, not an ounce of gratitude! He had started to put together his own inventions that came from his mind only, and weren't corrupted by the desires of inferior toons! Yes, he could admit that there had been problems with these dear creations of his, but he had worked furiously to fix them. Yet they had not liked his new work, they had told him to go back to being their mindless puppet. And so he had refused. And so they had told him to get out and never come back. And so now he was going to get out and never come back.

Yet the stairs would never end, it seemed! He continued on, placing foot after foot with a determined stride. The main floor grew gradually closer, seeming to taunt him with its emptiness. The front doors with their view of Toontown beyond appeared to be beckoning him; telling him to go out and walk around as a miserable, unwanted genius. And all of a sudden he felt a longing for the stairs to go on forever and ever, so that he would never reach those doors and pass on from them into the reality of his situation.

But the stairs were not endless, and soon his feet were touching the immaculately clean white floor of the main level. At that moment the green duck behind the desk glanced over at him, and he wondered what she thought of the sight. What might she think of him, a disgraced, thin chicken named Gyro Gearloose?

Gyro wasted no time idling there so that he might ponder the judgment that an insignificant toon made of him. Instead, the chicken pushed open the front doors with a feeling of dread in his heart. Stepping out into the sunshine, he began to quickly stride away from Loony Labs in no specific direction. The warmth of the sun's rays brought him no comfort.

The scientist continued on like this for quite a long time, feeling nothing but bitterness and something like sorrow. In fact, he kept walking until he found himself quite at the edge of Toontown. Gazing beyond the cheery home of toons, Gyro saw the dark, rugged lands known simply as The Outskirts. It was there, in those rough hills, that fierce, villainous toons were said to live. Their hearts dark, they preyed upon the innocent citizens of Toontown by stealing their belongings, kidnapping young toons for ransom, pulling unpleasant pranks, and other such terrible crimes.

It was at this very moment that a deep anger stole over Gyro as he stared out across the desolate Outskirts, the place that nearly ever toon feared and avoided in earnest. A deep, burning rage spread through him, and he turned back to sweep his fiery gaze over all of Toontown. He could see toons giggling uproariously as they went about their day, having a fun, merry time. These toons likely used things he had invented without even realizing that he was the one who had made it possible, and likely didn't care. He was nothing but their servant, and they expected him to serve without question. The moment he had decided to do what _he_ wanted for a change, to make something that he could be proud of, he had been disposed of.

They had dared to treat him so poorly, and now they would pay a price. Turning back to The Outskirts, Gyro felt deeply confident. _This is the place where toons live that strike fear into the heart of Toontown. And soon I will be one of them. Wait, no, I will not just be one of them. I will run them. The Outskirts shall be mine, and _I _shall strike fear into the hearts of those wretched goofy toons. I will take away their fun, and they will forever know that Gyro Gearloose is _not_ their servant._


	2. Chapter 1

**Chapter 1**

"HEY! Get back here!" the shopkeeper of Midnight Oil and Gas Company screeched at a young blue dog racing out of his shop. The dog held a stolen tank of oil in his paws, and his mouth was twisted into a small, wicked grin of triumph.

Stealing from the orange monkey had been too easy for Eric. The dog had gained a lot of experience in stealing within the past several years after running away from home, and this shopkeeper was just like the others. As citizens of Toontown, they were simply too trusting and friendly. Didn't they realize that there was more to the world than their own happy-go-lucky lives?

Dressed in a plain black shirt and plain black shorts, both of which he had stolen from a clothing store in one of the playgrounds some time ago, Eric blended in well with the night. He continued to run along Pajama Place at a swift pace, but knew it was unlikely that the monkey would attempt to follow him. And even if the young dog was being pursued, was it even possible that the older monkey would be agile enough to catch up with him?

No, Eric didn't really need to worry. He hadn't been caught yet, and it wasn't going to happen now. He wasn't afraid.

It was not long before he had reached the Donald's Dreamland playground, and he glanced around absently at the various toons going about their lives. There was a stream of them going in and out of Goofy's Gag Shop, their paws empty upon entry and then filled with an assortment of cog-fighting devices upon coming out. Four toons stood on docks around the playground's pond, watching eagerly as fish nibbled at their lines. A couple of cats were chatting about their doodles.

He smoothly headed over to the edge of the playground, and stepped beyond Toontown into The Outskirts. Late at night, the land seemed terribly eerie with its tall hills and dark grass obscured by a blanket of thick gray fog. Still, none of it really bothered Eric. He had long become used to the strangeness of the place after the many years it had been his home.

When the blue dog had been young, he had lived in Toontown with his mother and father. One day, however, his mother had simply disappeared. With a hopeless search leaving his father heartbroken, Eric had found that the parent no longer seemed to care for him. The two had argued often for the couple of years that he had stayed there, and things were always tense. Then one day Eric had grown tired of it, and he had run away. The blue dog had never regretted his decision.

At first, the young toon had wandered the streets of Toontown. Poor and without gags, he had been easy prey for the evil robot cogs that skulked there, hoping for nothing but an end to Toontown's fun.

But one day, Eric had been in Toontown Central for no particularly reason when he overheard a horse talking about a place called The Outskirts. It was said that this land was where the fiercest, most ruthless of all toons existed, and that they often committed crimes that were worse than the actions of the cogs themselves. The dog had been sold in a minute, and had immediately gone to live there. He wanted to be known as someone to be feared and respected, not a homeless, pathetic young toon.

Now, Eric had been living in the place for the past several years. It was a tough life. Toons showed each other no kindness and often stole from one another. It was each toon for himself, and all that you wanted or needed you had to steal. Still, there was a great deal of independence and freedom to be had. No rules and restrictions, no toontasks to complete, and there was no one that you had to listen to. Well, there was one toon that all of those who lived in The Outskirts listened to and feared: Gyro Gearloose.

Yes, Gyro Gearloose: the chicken who dressed in black clothing, the genius who designed dark creations, the one who struck fear into the heart of each and every toon, the one who ran The Outskirts. If you lived here, you served Gearloose, and it was as simple as that. Because if you didn't fulfill his every order, he would make sure you suffered miserably. The rumors and stories of his punishments for disobedient dwellers were whispered fearfully by all of the inhabitants of The Outskirts.

Even Eric was afraid of the twisted chicken, though he was unwilling to admit it. The young toon had served as one of Gyro's lower henchmen for the past years, spying on and stealing from citizens of Toontown at the scientist's command. He had become greatly skilled at the work and enjoyed it. The tank of oil that he now clutched in his paws was meant to be delivered to Gyro's lab.

Still, it was late at night and the building was a fair distance away. Eric decided to return to his own camp, which was much closer, and deliver the stolen oil in the morning.

The thief trekked across the foggy landscape at a steady pace, thinking only of getting to his bed and settling down for the night. It was a nice, soft bed that he had stolen from some pig's estate the previous year.

As Eric was just able to make out the top of his tent from the soft glow of the moonlight, however, he noticed a small bright light. Frowning, the dog approached more slowly. He squinted his eyes as he peered intently at the light, hoping to make out the source of it. As the distance between him and the camp grew less great, he realized that the light was that of a flashlight. The object itself was clutched by a dark figure that stood only a couple of feet from Eric's tent, seemingly searching for something…


	3. Chapter 2

**Chapter 2**

Oh, it was too dark. Much too dark. And the fog all around made it difficult to see anything. Dawn wished for the bright sun of the day or the artificial lights of the Toontown playgrounds more than ever. Still, she had a flashlight at least, along with the moon and the stars.

The Toon HQ officer had been assigned to some investigation work in The Outskirts, and it had to be done at night. Searching for any useful information in the daytime was no good as the land was crawling with the hostile henchmen of Gyro Gearloose. Even now she had to be careful not to run into any of them, but she didn't care to worry about that too much. Most of the scoundrels were likely to be sleeping at this hour, or committing some crimes back in Toontown, and she knew how to handle herself.

The red cat was dressed in a dark leather suit which, combined with the heavy fog, made her hard to spot. So far her search had been fairly pointless, but she still had faith. Most recently the officer had come across some sort of a camp, most likely the home of one of the toons who lived in The Outskirts and served Gearloose. As she had detected no sign of its inhabitant being at the camp or nearby, it was as good a place as any to continue her investigation.

Dawn shined her flashlight around the camp, and quickly chose to rest it on a box of papers next to the site's only tent. Approaching with slight caution, she knelt down and began to leaf through the papers. They all appeared to be childish crayon drawings of some sort, and almost certainly not worth her time.

Just as the officer stood up and turned her attention to the rest of the campsite, however, someone came up behind her and abruptly swiped the flashlight from her paw. Dawn spun around to confront the unknown toon, but only caught a glimpse of a blue dog before she was squirted in the face with water.

Lifting up one paw to shield her eyes from the stream of fluid, the red cat reached into one of her suit's pockets and pulled out what appeared to be a dark gray squirt gun. Springing nimbly to one side and out of the direction of the dog's squirt gun, the officer held up her own and sprayed a large quantity of some type of dark gray sludge at the scoundrel. As he was busy wiping the sludge from his eyes, Dawn took advantage of the opportunity to stride up and relieve the dog of his squirt gun.

Once his sight had been restored, the blue dog turned and began to run back toward the tent, but Dawn pursued him swiftly with both of the squirt guns at the ready. After the red cat had nearly reached him, the dog swerved abruptly to the side in order to get her off his tail. As she turned direction confidently to head after him, Dawn suddenly found that her feet were stuck. Glancing down, she realized that she was caught in a patch of quicksand. The dog had tricked her.

"I guess you won't be needing these," the dog remarked triumphantly, taking the two squirt guns from Dawn's paws while she was occupied with staring at the quicksand.

"Alright, you've got me," Dawn conceded. "Now, surely you aren't just going to leave me here?"

"Of course not. You're an HQ officer," the dog pointed to a small symbol emblazoned on the front of her suit that was meant to indicate herself as an officer to any other officers she might come across, "which means that it would be best to take you to Gyro's lab. They'll probably have some interest in why you were here snooping around."

"Well, that sounds perfectly fine then," the officer told him calmly. "When I get out of here, I'll likely have some good information to take back from my time there." The cat was determined to remain optimistic about the situation. Sure, she was being taken prisoner, but she'd probably find a way to escape soon enough, and with some intel gathered to show for it.

"As if you'll ever get out of here. You weren't even smart enough to see that you were walking straight into my quicksand trap," the blue dog commented bluntly. He had taken some rope out of his tent and was using it to tie Dawn's paws together.

The red cat just shrugged. "We all make mistakes," she replied lightheartedly, watching as the quicksand continued to slowly pull her down inch by inch.

"Some do it more often than others," he said, grabbing a hold of the officer's shoulders and spending several minutes pulling her out.

Feeling glad to be freed from the sticky mess, Dawn watched as the dog retrieved something from a fair distance away. The object turned out to be a tank of oil, which he held under one arm while clasping the officer's squirt gun in his other paw. He pointed it at the red cat and told her, "Let's get a move on."

As she started walking, the newly captive cat asked the blue dog in a friendly tone, "What's your name?"

"Eric," her captor replied gruffly.

"I'm Dawn," the officer told him cheerfully. In her eyes, if he was going to go so far as to make her his prisoner and have her walk all the way to Gyro's lab in the middle of the night in a strange land where fog was so thick that it was difficult to see, they could at least be cordial.


	4. Chapter 3

**Chapter 3**

Gyro stared down at the blueprint lying on the desk, feeling as if he had been looking at it forever. The chicken traced each mechanism with his eyes in contemplation as he had already done so many times before, a feeling of frustration creeping up inside of him. _What am I missing? Why can't I seem to get this right?_

It was very late at night, but the scientist didn't really care. All he cared about was figuring out how to effectively change the blueprint to fix his problem. In any case, even if he went to bed he would find himself unable to sleep. The images of the blueprint would plague his thoughts, and then haunt his dreams if he managed to get that far. The chicken had already experienced it too many times, especially as of late.

His fruitless efforts were soon interrupted as a yellow rabbit stepped into the room. She was some lower toon who served Gyro in his lab. "There's a visitor at the door, sir," the younger toon told him.

The chicken looked up from the blueprint at her, somewhat glad to be distracted from the irritating work. "A visitor? What did they tell you?" Gyro was rather surprised at the thought. It wasn't because of the hour, but rather because he didn't have "visitors". The toons who served him came to his lab to deliver things he needed and make reports and whatnot, but they were not considered visitors.

"He told me that his name was Electro Keytwist, and that you would know him," the rabbit informed him promptly.

At the mention of the name, Gyro froze for a moment. He found himself thinking back to those years ago when he had worked at Loony Labs. Yes, this visitor was right, he did know him. Still, it was best to make certain, so the scientist asked her, "What did he look like?"

"He was a cat, a bit short, lime-colored," came the reply. "Had on a black trench coat."

Gyro nodded. "Allow him onto the entry floor and tell him I'll be there to speak with him shortly."

As the toon scurried off to do his bidding, Gyro turned back to the blueprint and began to roll it up so that he could put it away for the time being. While he did this, the chicken was wondering why Electro had come to see him. It had been years since they had last seen each other, or had any contact at all.

As the blueprint had been successfully put back in its place, Gyro headed toward the staircase that wound its way through all of the different floors of the building, which in its entirety was known simply as Gyro's lab. While it had more purposes than that, several of the upper floors were normally reserved solely for the purpose of the scientist's work. The one he was on, the very top floor, was just such a one, primarily used to study, examine, and plan rather than actually build or experiment.

The chicken descended the stairs somewhat slowly, thinking back for a moment to that final, bitter trip down the stairs of the main Loony Labs building the day he had been fired. It was so long ago now, but the angry, sorrowful emotions from that event remained deeply embedded in his memory. Gyro recalled them so strongly that it almost seemed as if this walk down the stairs was the same one.

The chicken was clothed entirely in black. On top of his shirt was a jacket with very long sleeves and a high collar that shadowed his face. The pants he wore were also long so that neither of his legs was at all visible between them and his pair of black tennis shoes. The choice of such a dark outfit was in part because it made him look fiercer, but the true reason went deeper…

For his entire life, the scientist had been ridiculed for being a chicken. It was this species of toon that had been branded with the stereotype of cowardice and idiocy. For as long as he could remember, Gyro had despised the fact that he was a chicken. Why couldn't he have been born a duck, or a cat, or anything other than a chicken? He had always worn darker, longer clothes as if they could hide what he was from the world. This had gotten more extreme when he had begun his operations in The Outskirts, of course, as the need for others to fear him instead of thinking of him as a cowardly chicken had become dire.

Gyro soon stepped out onto the main floor of the building, which was simply an entry floor and not used for very much. A group of chairs had been arranged near the door, but the visitor had chosen to remain standing. The chicken could see the lime cat's eyes roaming around the entire floor to take everything in as he waited by the entrance.

"Electro Keytwist," Gearloose greeted his old friend in a cool, emotionless voice. He did not care to be friendly. It had been many years since they had last seen one another, and the chicken had no idea of what the cat's intent in coming here was.

"Gyro," Electro returned in a somewhat warmer voice than the chicken. A thin smile reached his face.

"It has been many years," Gyro remarked in the same even tone. "Are you still at Loony Labs?"

The cat nodded simply. "Yes, things have not changed much for me. I see that your life has transformed into something of a completely different nature, though."

Gyro shrugged. "Obviously you know how my life is now if you were able to find your way here."

"Indeed," Keytwist agreed. "But it has been a long time and a lot of trouble doing so. I suppose you have taken to keeping your affairs shrouded in mystery."

"As you have always done," the chicken reminded the old friend, his tone becoming a bit friendlier. "I can imagine how much of a risk you're taking in coming here. Seeing that you're still working at Loony Labs, I suppose you've been able to keep fooling old Loony."

Electro shook his head. "Loony was fired a couple of years ago."

"They fired Loony?" Gyro repeated, feeling a little shocked.

"Yep. Work started going more slowly for a while and the other presidents decided to blame him for the inefficiency of our division. Then they had a vote and down the drain he went. Soon enough they had decided on a new president who was supposed to make us more efficient quickly. He's a bit crazy about it, though, I think. He has to make sure that everything is absolutely one certain way, and if a single thing is out of place he freaks out. If you're just a minute late into work, he'll notice it. He fired one of us in the first week for being two minutes late."

"He certainly sounds crazy," Gyro replied. Feeling the need to quit conversing and get down to business, he asked, "So, why did you come here?"

At this question, Electro hesitated for several moments. Then, he looked the chicken firmly in the eyes and stated, "I want the necklace back." His voice held no trace of its former lightness.

"What necklace?" Gyro countered then. Tension had swooped in to fill the air with its cold chill.

"The one that was always on my desk," the cat told him, a touch of menace lingering in the words. "It was stolen the day that you left Loony Labs."

"So you're saying that because I got fired that day, it has to be me who stole it?" Gyro demanded angrily. "What would I want with a necklace?"

"How should I know the answer to that? You've done plenty of unreasonable things before. It was because you started creating your own strange things without being cautious enough that you were fired."

"I was perfectly cautious," Gyro snapped.

"Then why did they realize what you were doing so quickly? You were never careful enough. I've managed to keep all of my secrets hidden for many years. I have various contacts that I keep in case I ever need anything. You were always too impatient to do anything right, including your latest project. I've already noticed so many flaws with your designs." The cat paused for a moment before continuing. "But that doesn't matter right now. I just came here to get the necklace. I'd even be willing to give you information or assist with those flaws or something. I don't care. I just want it back."

At this point, Gearloose had had more than enough of Electro. "I don't have your stupid necklace. Get out of here."

"Fine, then. But if you're lying, you'll certainly regret it," Electro Keytwist hissed coldly.

The chicken did not care to reply as he ushered the cat over to the door. As Electro stepped out into the deep, vast night, Gyro did not seem to notice the gleam of distress in his former friend's eyes. Nor did he perceive the different pair of eyes glowing in the darkness relatively nearby.


	5. Chapter 4

**Chapter 4**

Eric felt rather tired, and longed to be able to go back to his camp and sleep the night away, but continued on plodding ahead at a decent pace without slowing. He didn't want the HQ officer to become aware of his weariness. _There's no way I'm going to let some cat start thinking that she can get the better of me._

At first, the red cat had kept making remarks and asking questions in some absurd attempt to make conversation or something. Being tired and uninterested in what she had to say, Eric had only replied briefly and without much mind as to what he was actually saying. It didn't really matter anyways; she was just his captive now and likely only thought him stupid enough to possibly provide her with some intel. _She's the one who got caught by such a simple trick. There's no way she's going to get anything out of me. In fact, maybe I'll just go ahead and try asking her a question…_

Despite his sleepiness, the blue dog was feeling rather cheerful. It had been a successful night: he had stolen a tank of oil with little trouble as ordered and captured an HQ officer with ease. "So, what is this weird squirt gun supposed to be?" Eric inquired confidently.

"Oh, just a little something to deal with unruly toons like yourself," Dawn replied in a lighthearted tone. As the cat's captor was behind her, he couldn't see her face, but imagined that there was some sort of a self-satisfied grin on it.

"Yes, your slime sure _really _got me, didn't it? I suppose the water supply in Toontown is just that bad these days with all of the toons being too caught up in their careless lives to notice," Eric smirked.

"Sure, mock if you like, but perhaps you'd care to tell me about the slime that Gyro Gearloose is feeding you? Or maybe he's not even feeding you any at all. Maybe you know nothing about why you're bringing him that oil." For the first time, Dawn's words were sharply edged and not said in any kind of a friendly tone.

At this point, Eric stopped in his tracks and poked the cat in the back with her squirt gun. "What are you getting at here? That I don't know anything about Gearloose's plans?"

This time the HQ officer spun around to look the blue dog in the eyes. "That's right," she replied simply with a sickly sweet smile.

Eric felt hot in the face. "You're wrong," he lied angrily. "I know plenty about his plans and why I had to steal this oil."

"Alright then," Dawn conceded in a friendly tone. "I'll believe you. So tell me then, why were you told to bring oil to his lab?" There was a challenging look in her eyes.

For a second, Eric hesitated, uncertain of what to say. The truth was, he knew nothing of what Gearloose did, what his plans were, and why he was told do certain things like stealing a tank of oil. He had never really been that curious, never really cared that much, just happy to live an independent, exciting life in The Outskirts. But of course, he wasn't about to admit any of this to Dawn.

"Why should I tell you? You're just an HQ officer snooping around here for some information to take back to the goody goodies in Toontown," he challenged her.

The red cat shrugged. "I see your point, and you're certainly right, but if I'm your prisoner and I'm too stupid to escape then what's the harm?"

Eric wasn't sure what to say to that, so he just pointed the squirt gun in the HQ officer's face. "Enough talking. Get moving," he ordered her irritably.

The blue dog wasn't fond of the little smile the cat was wearing as she turned around and began to walk along again, but he didn't care to say anything more. They had already wasted a lot of time arguing and he just wanted to drop the cheeky cat off already so that he could get some rest.

It wasn't long before Dawn opened her mouth once more however. "If you don't want to tell me about why you were sent to get oil, you could at least allow me to guess. I probably already know the answer anyways."

"Go ahead, then, but I doubt you're smart enough to figure it out," Eric responded harshly.

"Well, I'll just give it my best," Dawn informed him happily, not seeming to be at all phased by the thief's insult. "Now, Gyro Gearloose is the one who makes the cogs who try to take over Toontown and all of that sort of stuff. And cogs might need oil, so that's one possibility. He also has a lab with all sorts of machines that could need oil. Then there are factories and machines he's made that the cogs run and all of that good stuff that could need oil. Hmmm, maybe you should have gotten more than one tank. Or maybe you're just one of many collecting oil out here. So, any of this right?"

The blue dog's head spun. Gyro Gearloose was responsible for the cogs? He was the one who had created them in the first place? Those evil robot cogs that had set out to end Toontown? He had never even realized that. He had never even thought about that. Now that this HQ officer had said it, however, he couldn't seem to doubt that what she said was true. Anything that he had ever observed or done or heard about in relation to Gyro Gearloose and his operations in The Outskirts seemed to fit together with this idea. After all, what had he ever been ordered to steal? Metal? Tools? Nails? Oil?

Yet he didn't want Dawn to know that he thought she was telling the truth, or that he hadn't known about any such things in the first place. "Right? Hardly. For starters, Gearloose isn't the creator of the cogs."

"Really? Well, I guess all I know is rubbish then. Maybe I'll get to find out the truth when you take me to his lab. And speaking of his lab, isn't that it?" The red cat stopped for a moment to stare at a tall, imperious white stone building that was now visible on the horizon.

Eric glanced at it. "Yep."

"Good," Dawn purred. Then, all of a sudden, the HQ officer turned around and swiped her squirt gun from Eric's grasp. She had apparently been busy untying the rope that bound her wrists while the blue dog had been distracted by what was being said. In just a moment, Eric found that the tables had turned and the squirt gun was now aimed at his own face. This time, though, the captor wore an indulgent smile.


	6. Chapter 5

**Chapter 5**

A small black cat stood still and patient in the dark depths of The Outskirts. Her amber eyes glowed with interest as she watched a short lime cat leaving Gyro's lab. The child was a good distance away from the scene, but was able to note that the scientist appeared distressed.

Princess Lily knew who this was: Electro Keytwist, a Loony Labs scientist. She also knew that he shouldn't be here. He shouldn't be meeting with Gyro Gearloose: a fired Loony Labs scientist, head of The Outskirts, creator of the cogs, and overall an enemy to Toon HQ and Toontown itself.

This information was important, the young spy knew. She decided to take it back to Toon HQ right away, rather than follow the scientist, as she didn't think he would be up to anything else out here. What more might Keytwist have gone there for than to speak with the very boss of this vast, unruly land?

No, she needn't observe the scientist anymore. Princess Lily leaned down, picked up her purple backpack from the ground, and started to walk swiftly off back toward Toontown. Keytwist appeared to be going in the same direction, but he knew much less about the layout of The Outskirts than Lily did. The spy went on a quicker route that would keep her from his sight.

On her journey, the kid didn't care to ponder about why the scientist had been at Gyro's lab- this wasn't any of her concern. It was simply her job to gather information, and she never really cared to think beyond it. This had been her life for many years now.

It was not long before the toon had arrived at Chip n' Dale's Acorn Acres. The black cat crossed a wooden bridge that had been built over a river and strolled up to a small wooden cabin that was closed with a wooden "Under Construction" sign placed in the front. Lily slipped past the sign and turned around a corner that took her from the view of anyone who might choose to peek inside. After she had stepped through a scanner and it had verified her identity, a metal door opened up. Princess Lily swiftly stepped through it, and the door closed neatly behind her.

The young toon was confronted with a gigantic corporate building, which had a very sleek, metallic appearance. The windows on this establishment were too numerous to be counted, and the whole thing was not straight across but had one long stretch and then two shorter stretches jutting out in Lily's direction from either end parallel to one another. In the very center, large blocky black letters spelled out "Toon HQ", and directly below that smaller letters of the same nature proudly displayed the Toon HQ slogan: "For the toonier good." This was the central headquarters of the Toon HQ itself.

The black cat scurried toward the center of the building, which was home to a tall set of foreboding metal doors. She pressed her paw to a scanner beside them, and then there came a _click _as they unlocked. After stepping through the doors, and also of course the scanner that was included for additional security, the child turned left and strode down a long, artificially lit corridor.

Lily was careful to keep to the shadows, as she did not wish to attract any attention. She kept her head lowered, and moved cautiously, hoping that no one would pay much mind to her. Few in Toon HQ actually knew of her existence, and it was best that way, as otherwise she would be of little use.

She encountered no one for several minutes, until she saw a purple bear heading down the corridor in her direction. Luckily for Princess Lily, the bear was absorbed in a stack of papers she grasped in her hands and didn't even seem to notice the child as she passed.

Soon enough, the cat came to the door at the end of the hall. This was her intended destination. She wrapped softly on the metal door, and was glad to hear a female voice call out promptly, "Who is it?"

"Princess Lily," the young spy answered. Her voice was terribly soft, perhaps because it was not too accustomed to being used. The child had always been rather quiet, rather shy, and only really spoke when necessary. When she did, it was generally briefly. The cat often preferred to use various hand gestures that were very effective for communication in her own opinion.

"Come in," the familiar voice invited now.

Princess Lily had shortly entered the room and closed the door. She found herself, as expected, in a reasonably sized office. The farthest corner of the room had floor-to-ceiling windows, and some moonlight shined in through them to illuminate the scene. A few boxes lay about neatly along the walls, as well as shelves with various objects and files. A long L-shaped desk was set in the middle of the room, and various stacks of papers and folders were arranged along it in some sort of order. It was in a black leather chair behind this desk, which was the same dark metal as the building, that a tall, ice blue rabbit sat. The toon stared at the child with a piercing gaze.

"I'm here to make a report," Princess Lily informed the rabbit in her quiet voice. When she received a nod of approval to continue, the child related the scene. "I was in The Outskirts, spying on Gearloose's lab. I observed a Loony Labs scientist, Electro Keytwist, arrive to meet with Gearloose himself. Keytwist soon left in distress."

Lily did not observe any immediate reaction to her news, but somehow she knew that the rabbit was somewhat pleased.


	7. Chapter 6

**Chapter 6**

_Is he lying? Or does he really not have the necklace? If that's the case, then where is it? I'll never find it… I'll never find her…_

Frantic, anxious thoughts raced through Electro's mind as he shuffled away from Gyro's lab. The conversation with his old friend had left the cat rather distraught, as he still had not retrieved the necklace. It had been missing for so many years, and he had always thought of Gearloose as a possible suspect for its capture. After all, he had been fired the day it was stolen, making it the perfect time to commit such a crime. How easily that stupid chicken could have gotten away with it…

Still, the scientist could not help but realize that it really wasn't all that likely. As Gearloose himself had pointed out, what motive would there have been for taking it? The necklace itself would never have been of any great use to Gyro. In any case, Keytwist felt that his former coworker had been telling the truth.

Of course, there was no certainty yet. But the cat shoved Gyro Gearloose out of his thoughts. Even if his former friend did have the necklace, there was no way of forcing him to hand it over, at least not at the moment. Just traversing out into The Outskirts to confront the chicken had been risky.

Sighing, Electro just continued onward in the direction of Toontown. The toon was too depressed to even bother feeling concerned or fearful about the foggy darkness and the residents of the dismal place. How much more could they hurt him than Toon HQ had already?

Long ago, Loony Labs had been a separate organization from Toon HQ. It had been founded by Dr. Loony Laff, a renowned scientist in Toontown. Electro Keytwist had been a rather successful scientist at the time as well, and was hired early on. Back then, the group's focus had been on conducting research and creating inventions for the purpose of making Toontown an even better place.

After a few years, however, Loony had agreed to merge with Toon HQ. During the transition, Electro had found that he was not fond of the changes. Their research and inventions had become more directed toward the needs of Toon HQ than the needs of the toon populace. The cat had started to express desires of quitting, and likely would have done so if it had not been for the sudden disappearance of his wife, Magenta.

The scientist's wife had been a kind, sweet duck, and he had cared for her greatly. The two had been quite happy together. But then one day, he had come home from work to find that she was not there as usual. There had been no note of any kind to relate that she had gone off shopping or some such thing and their neighbors could not remember seeing her in the past several hours. Extremely nervous, Electro had searched desperately throughout the remainder of that fateful day for his dear Magenta, but she was nowhere to be found. At last, exhausted and anxious beyond belief, the lime cat had collapsed onto the ground in one of the playgrounds and fallen into a fitful sleep.

The next morning, he had woken up early and dragged himself back to their estate. But the sight he was awarded with for his trouble was not well; the whole place was up in flames. This had sent him into a state of deep shock, such that he could do nothing but stand there and stare at the rushing crimson embers that had so eagerly swallowed all that he had left to remind himself of his missing wife.

All except for a gold chain necklace, which Electro had later discovered was in his pocket. Only then had he remembered stuffing it in there as he rushed from the house to go on his search after finding it among Magenta's belongings. She had worn this necklace often, and been rather fond of it. For some reason, among everything that had been in the house, it was this that the cat had taken with him as he went on his hopeless venture to recover his wife. And it had remained as the last possession of hers that was still intact, and so he had come to cherish it with all of his heart.

Electro had continued to work at Toon HQ after this incident, simply because he strongly believed that Toon HQ was responsible for kidnapping Magenta and burning down their estate. They had known that he wanted to quit, and had perhaps decided to take his wife, forcing him to keep with them for the purpose of ensuring her safety. Or perhaps they had stolen her for some other, more sinister purpose… Keytwist was not certain, but had never quit and always kept himself in good line so that he could remain at Loony Labs and keep somewhat in touch with the going ons of Toon HQ. The cat knew that his present position would eventually prove useful when he finally managed to figure out what they had done with Magenta and how he might rescue her. So he kept quiet and pretended to be a loyal scientist, but truly was just watching and waiting for the right moment to swoop in and take back the only thing that really mattered to him anymore.

Yes, Magenta was his only concern. There was nothing else, no one else, that Electro did anything for anymore. The scientist was deeply obsessed with being reunited to his wife, as the continued separation for many years had left him sorrowful and in despair. Without Magenta, he would never be the same again.

The necklace was the only piece of her that was left, and yet he had been missing that for several years now. It had been stolen right off of his desk at Loony Labs, and while he had always thought of Gyro, his greater suspicions were of Toon HQ. They had destroyed her memory long ago, so perhaps they had learned that he still had something of hers and had waited until the right moment to snatch it from the cat's grasp.

In any case, without any good leads on the whereabouts of Magenta, Electro's efforts were now being concentrated on the retrieval of the missing duck's necklace. It had been this way ever since it had first been taken.

The lime cat let out a sorrowful sigh as he trudged out of The Outskirts and into Toontown. Electro Keytwist had gotten a new estate some time after Magenta's disappearance, and this was where he was headed. While the scientist had been able to replace their home, he would never be able to replace the missing pieces of his heart that would always remain with his only love.


	8. Chapter 7

**Chapter 7**

"Now, let me give you a bit of a history lesson, just to make sure that we're both on the same page," Dawn said pleasantly. "Gyro Gearloose was a scientist at Loony Labs a long time ago, but he ended up being fired after some time. After that, he disappeared off to here, The Outskirts, and started working on inventions to damage the well-being of Toontown. At some point he created the first cog, which turned out so well that he ended up putting most of his efforts toward creating and perfecting a massive assortment of them to terrorize toons. Knowing this, the Toon HQ has been working diligently for many years to undermine Gearloose and all of his evil. I came out here today to gather some information that might be of some use to this end. I ended up running into you and getting captured, and you led me here to Gearloose's lab. And now, you're going to help me get inside in order to find some of that intel I came here for."

Eric was glaring at her violently. "I'm not helping you do anything."

The red cat ignored the thief's hostility, continuing to smile as she said, "I honestly think you will. You may be one of Gearloose's henchmen, but you're also a toon, and surely you realize that cogs are not a good thing for us."

"You mean they're not a good thing for _Toontown,_" the blue dog growled angrily. "Which I don't care about, nor am I a part of."

"But you once lived in Toontown, didn't you?" Dawn pointed out.

Her eyes were bright as she gazed at Eric, and her voice cheerful, but beneath this she felt some sort of pity for him. This was a toon whose life was ruled by anger; a toon who did not share in the wonderfully lighthearted antics of the toons who lived in Toontown. His life had no cheer, no happiness, no kinship. Sure, perhaps there was some sort of a thrill to taking some other toon's possession and getting away with it, but how long did that last? What did it leave the toon in the end? And if he had been here for years, which was likely, then he had been fairly young when he had first come here. What would drive a toon to come out here and start living such a lonely, bitter life?

The red cat snapped out of her thoughtful reverie as the dog replied. "I suppose I did once, but that doesn't matter now. The past is the past."

"You could always come back," Dawn pointed out then. "I can't imagine that you're happier living out here in this dismal place."

"I am," Eric told her firmly. "Here, I can do what I want. And be who I want, instead of just some goody goody toon who runs around fighting cogs."

"You mean you can do what Gyro Gearloose wants you to do, and be a baddy baddy toon who runs around helping cogs," the HQ officer corrected him lightheartedly, her eyes twinkling with amusement. She glanced over at Gyro's lab in the distance, knowing that she ought to be concentrating on infiltrating the building in order to gather whatever useful information she might find. And yet, there was a feeling nagging at her that she ought to keep talking to the blue dog; a feeling that there was something important about him that she had yet to grasp.

As the thief had failed to respond to her poke at him, Dawn inquired cheerfully, "What caused you to come out here, anyway? You seem a bit young to have run away from Toontown to pursue a life of crime."

The blue dog lifted his head from where he had been staring absently at the floor to glare at the cat. "Why should I tell you that?"

Dawn shrugged. "Perhaps because you need to get it off of your chest. Perhaps because it would help me to better understand you. Or perhaps because I've still got a squirt gun pointed at your face."

She saw Eric's gaze move from her own cheerful expression to the squirt gun that she had clasped in her paw and aimed in his direction. He had obviously started to forget about it prior to her reminder. The young dog replied irritably, "I don't care about any weird dark gray squirt gun that you may have pointed at me. I'm not going to tell you about my reasons for leaving Toontown."

"I think you underestimate the power of this," Dawn told Eric, casting a knowing glance down at the object. "But in any case, I don't think I'll get you to talk. You're a lot like Ol' Sam, another stubborn blue dog."

The red cat was surprised by the startled look that appeared on the young thief's face as she spoke. After recovering from his initial shock, Eric asked her in a quiet voice, "How do you know about Ol' Sam?"

"He's known around Toon HQ," Dawn replied evasively, her cheeriness fading a little as she started to feel uncertain about the dog's reaction. "Why?"

The blue dog shrugged, seeming a bit distracted. "I don't know. It's just a little weird to hear you mention him, I guess, seeing as he's my father."

The HQ officer took a moment to process this information. And within that moment, all of the uncertainty she had started to feel slipped away, and the grin on her face grew even wider.


	9. Chapter 8

**Chapter 8**

"A Loony Labs scientist, hmmm?" the rabbit repeated. "Yes, this will work well."

There was no evident change of expression on the toon's face that might have been caused by Lily's report, but truthfully she was, indeed, quite pleased. Her cold, unreadable eyes did not betray this emotion, however.

"You are dismissed," the rabbit mentioned promptly then after another moment or two had passed. She watched as the young black cat nodded curtly and then turned and left the office, making sure to close the door behind her.

After Princess Lily had gone, the toon started to arrange an array of papers in front of her into a few neat stacks in a slow, careful manner as she thought about the news that had been brought to her. This knowledge was quite useful, as was to be expected. Of the young toons whom the rabbit had trained as her own secret spies, and referred to as her "secret weapons", the black cat had always been the most promising. She was small and quiet, and had a talent for the work. Rarely had one of Lily's reports ever disappointed her.

The ice blue rabbit's name was Vanilla Frost, and she was the president of the Toon HQ's Investigation Division. The position as the toon to oversee all of the intelligence gathered by the Toon HQ was one that provided Vanilla with a great deal of power and influence, which she used to her advantage in order to maintain what control she could within Toontown and the Toon HQ itself. The rabbit was certainly not one to be trifled with, and was not afraid to lash out with her power when necessary. It was because of her vicious approach to the constant swaying of power amongst the Toon HQ presidents that she was also known as "The Viper".

As the president sorted the papers, she took into consideration the potential usefulness of the information provided to her by her secret weapon. If it became known that a Loony Labs scientist was meeting with a known enemy of the Toon HQ, it would be detrimental to the Loony Labs Division itself, but more importantly its president. Therefore, it was obvious that in order to make full use of this intel, Vanilla would need to visit the Loony Labs president.

The rabbit finished organizing the papers and immediately rose from her chair, turning her piercing gaze to the office door. The tall toon's legs took her there quite swiftly, and soon she had exited her office. She was careful to lock the door afterwards, of course, as she did not want anyone snooping around, and then started down the hallway. She was aware of the location of the office she wanted to visit, but was not completely certain that he would be there. It was, after all, quite late at night and not many presidents would still be at work.

The rabbit turned to the right and strode briskly down the dimly lit hallway. She kept an eye on the dark metal numbers on the doors that were used to identify the different rooms, finally pausing at room 42. Lifting up one paw, Vanilla wrapped lightly on the door and then paused, waiting for a response.

"Come in," a male voice called out swiftly from within the room.

The rabbit opened the door to reveal an office similar to her own. In this one, the entire far wall had floor-to-ceiling windows, and in the middle was a U-shaped desk versus Vanilla's L-shaped one. Like the rabbit's office, several shelves adorned the walls, but they were different in the way that they seemed to be much more orderly and organized. The same was true of this president's desk, which had a much clearer order to all of the stacks of papers and other such objects upon it.

Sitting behind this orderly desk was a short royal blue horse who peered curiously at his visitor. As Vanilla entered, closing the door behind her, the horse remarked, "This is rather, um, unexpected, I must say. What brings you to my office at this late hour, Frost?"

The rabbit stared at the horse coolly. His name was Professor Mitch, and he was, of course, president of the Loony Labs Division. He was one of the younger presidents, having only been hired two years earlier as a replacement for the disgraced Dr. Loony Laff. This meant that he had not yet gained much influence, and was therefore an easy target for Vanilla.

"I've come here to inform you of some very interesting information I was made aware of earlier this evening," the Investigation President replied calmly, her voice carefully neutral and emotionless. "It appears that a scientist within your division, one known as Electro Keytwist, was seen meeting with Gyro Gearloose himself at his own lab in The Outskirts. It is unknown what the nature of their meeting was, and whether or not this was their only such meeting. But surely you understand the nature of Gyro Gearloose's hostility towards our organization, and the implications of a toon within your division conspiring with him."

The rabbit simply watched as a nervous expression crept its way onto the horse's face. "You are certain that this information came from a reliable source?" Professor Mitch inquired hesitantly.

"Yes, one of my most reliable," Vanilla assured him briefly. "As I mentioned, there is uncertainty regarding Keytwist's motives in meeting with Gearloose. But that does nothing to change the fact that he was indeed meeting with him. Such information is, of course, very sensitive. I wished to inform you as this behavior must be dealt with. When others learn of this, however, they may not be quite so certain of your capabilities in handling this situation. They may even choose to blame you for the situation. I sympathize with you in that you cannot be held responsible for the actions of every single toon within your division, but I also feel that you should have been more mindful to watch for signs of betrayal."

The blue rabbit's gaze bore into the horse like shards of ice now, and she could see the Loony Labs President grow more anxious with each word from her mouth. "Surely the rogue actions of a single toon will not be so overly exaggerated," Professor Mitch protested.

"I am not suggesting that it certainly will, but I cannot guarantee that it won't," the Investigation President responded thoughtfully. "I would not think it necessary for you to worry greatly about this, yet the next Quarterly Meeting is quite soon here, and I would advise you to be cautious. This could be used as a reason for firing you. I have seen lesser situations produce such a result before. You need not worry about me, though; I have a different proposal to focus myself on. And I think, given what I know about you, that you will choose to vote favorably upon it."

Understanding dawned upon the face of the blue horse now, and he remained silent for several moments while Vanilla continued to stare at him coldly. At length, the toon met her stare and said bitterly, "Yes, I believe your proposal has my support."

The rabbit nodded with satisfaction. "I thank you for your cooperation."

And then the Investigation President exited the office in the same calm, swift way as she had entered. There was no need for her to smile with triumph, or for her eyes to gleam with satisfaction. The swaying of power amongst the presidents was not some childish game. It was, in truth, a war.


	10. Chapter 9

**Chapter 9**

_Gyro hesitated for a moment as he stared at the colorful lights ahead, but did not turn away. He took a step: one step that seemed like so many. This was his first time entering Toontown since he had left Loony Labs and gone to The Outskirts, and there was a feeling of uncertainty within the chicken as he walked into the Donald's Dreamland playground._

_His outfit was dark and concealing, with a hood pulled over his head so as to shadow his face. His hopes were to not be recognized if he happened to encounter anyone who knew him. The week he had spent away from it all had done nothing to alleviate the bitterness that filled him to the brim; choking him endlessly. The chicken's longing for vengeance was still as strong as ever._

_As Gyro entered the sleepy playground, he glanced around himself cautiously. There were few toons about at the moment, and they all seemed to be acting ordinarily, so he found himself feeling a little more confident. The scientist set off at a brisk pace toward the pet shop in the distance._

_He met no disturbance upon the way, and soon found himself pushing open the doors and entering the place. Three clerks stood behind a desk at the far side of the shop. One of them, a tan dog, looked over at Gyro immediately as the chicken came inside. The others, a green dog and a purple cat, remained engrossed in the magazines they were reading._

_As Gyro approached the desk, the tan dog inquired in a friendly tone, "What can I do for you today?"_

"_I'd like to adopt a doodle," Gyro responded briefly._

_The dog nodded. "Of course, sir. Just slip around the desk here and I'll allow you to peruse the kennel."_

_The scientist walked over to the edge of the desk and slipped past it, then followed the tan dog to the back of the shop. A large kennel had been placed there, and several doodles were inside of it. At the sight of the visitors the colorful little creatures started yapping noisily and jumping excitedly toward the kennel wall._

"_Just let me find the key here, and I'll let you in," the clerk told him, starting to rummage in his pockets._

"_No need, I'll just look at them from out here," Gyro replied hastily. He had never been very fond of the critters that the residents of Toontown had chosen as their pets._

"_Really?" the tan dog responded, frowning a little as he stopped his search. Then he shrugged and said, "Just let me know when you've chosen one."_

_The chicken nodded wordlessly and turned his attention to the doodles in the kennel. He observed them for a few moments before deciding which one was his least favorite and informing the tan dog of his choice. The clerk then spent several minutes searching for his key before finally giving up and borrowing the purple cat's copy._

_In little time at all the scientist found himself leaving the shop. He was now carrying a cardboard crate that contained an energetic green doodle, which he had been forced to pay an absurd amount of jellybeans for. But jellybeans really didn't matter anymore, he supposed, and he didn't exactly have time to go to a pet shop that was any farther away if he wanted to be in time for his meeting._

_The chicken kept walking until he had left Donald's Dreamland altogether, and continued onward in a southwestern direction. It was not long before he spotted a magnificent estate lying on the very top of a hill in the distance. As he drew nearer, Gyro could make out more details. The house itself was a huge white brick manor, and surrounding it was a beautiful garden filled with exotic plants and expensive statues._

_After reaching the beautifully carved wooden front doors of the manor, the scientist rang the doorbell and paused. After a few moments, the doors were opened by a green bear dressed in attire that suggested him to be a butler or something of that sort._

"_What is your purpose here?" the bear asked him in a superior sort of tone._

"_My name is Gyro Gearloose. I have an appointment with Scrooge McDuck," Gyro answered a little distractedly as he took in what he could see of the manor's lavish interior behind the bear._

"_Yes, of course, come in. Mr. McDuck will see you in his office upstairs," the butler informed him dutifully._

_After stepping inside, the chicken nodded and headed for a flight of white marble stairs. The toon forced himself to ignore the grandness of the place and focus his attention solely on the task ahead. After reaching the top of the staircase, Gyro stared around at an assortment of doors. He was starting to wonder how he was supposed to know which one was an office before he spotted one with a gold plated label on it that read "Scrooge McDuck"._

_As the door was closed, Gyro knocked. Then, reminded of his appearance, he made sure to let down his hood so that his face would be more visible. After being told to enter by the person inside, the chicken did so._

_The office was of a relatively normal size, and not quite as fancy as Gyro had been expecting given the extravagance he had witnessed throughout the remainder of the manor. The main feature of the room was a long, wooden oval desk, which was situated on the far side from the door. The walls of the room were covered with various frames containing pictures and documents of some importance, and against the farthest wall sat a filing cabinet and some shelves with various objects on them. The desk itself was neatly organized, with stacks of files set into specific piles on its surface and some other objects being placed in seemingly specific locations. In front of the desk were two black metal chairs, and behind it was a large black satin armchair in which Scrooge McDuck himself sat._

"_Gyro Gearloose, I presume?" Scrooge said as his attention turned from his present work to the visitor._

"_Yes," the scientist affirmed._

"_Take a seat," the rich duck told him. After Gyro had sat down in one of the metal chairs, Scrooge asked him, "So, you requested a meeting with me to discuss a certain proposal of yours?"_

_Gyro nodded. "I am proposing that you provide funding for my current operations in The Outskirts. I am in need of a lab, as well as certain equipment and other supplies."_

"_Hmmm, and what would I receive in return?" Scrooge asked then._

"_I am not entirely sure what you are interested in," Gyro admitted then. "But I would propose that in return for your funding of my operations, some of the time and funds would go towards the development and production of weaponry for you, which you would then potentially be able to sell."_

_At this, the chicken was relieved to see a glow of interest appear in the duck's eyes. "Your proposal seems adequate. Good weapons can be easily sold for high cash amounts to the right people. I question, though, why I should fund you in particular for the making of them."_

"_Well, I suppose you could call me something of an expert in weapon design, particularly the Sadness-inducing sort," the scientist answered. "I mean to demonstrate something of my design here today for you, if you'd like."_

_After getting a nod of approval from Scrooge, Gyro took a small bag out of his pocket. Inside of it were three dark gray tablets. "These tablets are formed from a basic formula for a substance that is able to induce Sadness," the chicken informed the duck. "Such a substance can and has been used in the designing of actual weaponry. I brought along a pet to display its effectiveness."_

_Gyro turned to the cardboard crate and took off the lid. Immediately, the green doodle sprang out and started to yap with excitement. The scientist took one of the tablets out of the bag and then approached the doodle, holding it out in his hand in an offering way. Ever trusting, the doodle ate the tablet from off of the chicken's hand, probably just thinking it to be a dark gray jellybean._

_A change in the doodle's behavior was evident, as he stopped moving around excitedly and started seeming sluggish. The critter lay down on the floor, his bright gaze turning dull and bored. After a mere five minutes or so, the tablet appeared to have done its job as the doodle was completely depressed and no longer anything like his old, energetic self._

_Gyro looked away from the doodle and over at Scrooge McDuck, feeling satisfied. "So, do we have a deal?"_

_The duck had been gazing with both fascination and horror at the doodle as the tablet did its job. He was obviously impressed by its effects. Now, upon gazing back at his visitor, he replied pleasantly, "Yes, I believe we certainly do."_

_Gyro smiled with relief as he realized that he had accomplished the task in gaining the funding necessary to begin his operations in The Outskirts. He had mixed feelings about having to work for someone seemingly more powerful than him once more, but he had no other option. There was a lot of work ahead of him, now, but he was motivated to begin. It might take him a long time to perfect his plans, but eventually Toontown _would _fall._


	11. Chapter 10

**Chapter 10**

The blue dog felt strange as he witnessed the wide grin on the red cat's face, but had little time to ponder about it as she said, "Wow, that does explain a lot!" The HQ officer's tone was as cheerful as ever. "Still, though, I don't understand why you're here, then, if you have a father back in Toontown."

The mention of Sam had unnerved Eric to some degree, but the thief quickly recovered. "I already told you, it's none of your business," he growled.

"Hmmm. Obviously you must have some kind of issues with him or something," Dawn speculated, completely ignoring the dog's comment.

"So what if I do? What does it matter to you?" the blue dog replied angrily, annoyed by both the cat's insistence on discovering the reasons behind him running away to The Outskirts and her skill in doing so. All of the talk about his father and him running away from Toontown was making him feel uncomfortable. _Why can't this stupid cat just shut up about it already?_

"It matters because I want to know more about you," the HQ officer informed him, her tone more serious than before. "Because I'd like to believe that even though you're among the scum who live out here and serve Gearloose, that you might actually be a decent person. And that because of that, you might actually help in Toon HQ's efforts to take down Gearloose and his cog regime and keep any more toons from getting hurt."

"Why do you think I would ever help you and the rest of those goody goodies? What help do you even expect me to give?" Eric demanded aggressively.

"Like I said, if you were a decent person, which I suspect you might be, then you might be willing to help because you actually care at all about others," Dawn reminded him. "And you're one of Gearloose's henchmen, and have been living in The Outskirts for a long time as far as I know. So you might be able to provide us with some important information about his operations and the layout of this place and whatnot. You obviously don't know that much, but there's a chance that you still have important intel that you could provide us with. The Toon HQ has gathered a lot of information in these past years, but we obviously still don't know _everything. _And then you could help by using your skills to do things like infiltrate Gearloose's lab to steal stuff."

The blue dog didn't wish to admit it, but the HQ officer's thoughts were quite sensible. If he actually happened to agree to help Toon HQ, there was plenty of aid that he might provide in taking down the twisted chicken. Still, why would he want to do that? He was perfectly happy with his life in The Outskirts, or at least he had been before a certain red cat had suddenly come in and made things difficult while all he really wanted to do was sleep. And there was truly no need for him to feel any sense of compassion for the toons of Toontown, whom he had left behind. Yet even as such uncaring thoughts entered his mind, Eric felt the uneasy churning of his conscience, and a sense of guilt rose within him. The dog had taken things from other toons and whatnot, of course, but he was not exactly heartless. The cog attacks on toons were much more serious than anything that Eric had ever done.

"I don't know…" the dog mumbled uncertainly, feeling greatly rattled. All of this had been thrown upon him much too late at night, and he didn't really know what to think. _Why did she have to stumble on _my_ camp? I could be in my bed right now…_

"Listen," Dawn said quietly. "Can you just tell me, please? Is your father one of the reasons why you left Toontown?"

Eric cast an irritated glare at the cat, but then sighed tiredly. "Yeah, I'll give you that I suppose."

Dawn nodded, obviously having expected such an answer. "You're going to visit him."

The blue dog was alarmed by this. "I'm not doing any such thing," he snarled stubbornly.

The red cat just smiled, becoming less serious once more. "Yes, you are, because you'll never be able to decide whether or not you're a decent toon until you get over whatever issues you have with your father that make you see all decent toons as mindless goody goodies."

Eric glanced down at the dark gray squirt gun still aimed at him, reminded of it once more. "You're going to try and force me to visit him?"

"If I have to force you like that, then I will," Dawn replied cheerfully. "Or maybe you'll actually be intelligent enough to just decide to see him on your own."

"You're questioning _my_ intelligence?" the blue dog protested. "Don't forget, you're the one who fell for my simple quicksand trap earlier."

Dawn shrugged. "Like I said earlier, we all make mistakes. Such as you did, in allowing me to untie myself."

Eric shot a glare at the red cat, and then sighed. "I don't really see you leaving me alone and letting me actually get some rest tonight until I do this, so fine, let's go."

The red cat grinned lightheartedly, a twinkle of amusement dancing in her bright eyes. "I knew you'd come around eventually," she said pleasantly, lowering the dark gray squirt gun and pocketing it.

For a moment, Eric was tempted to try and turn the situation around once more, now that there was no longer a squirt gun pointed at his face. But he soon thought better of it, deciding that it wouldn't lead to much good anyway. He was forced to admit to himself that she would probably end up getting the upper hand again through some means, and put him even further away from sleep.

The two toons started to walk in the direction of Toontown. The thief ignored Dawn as she remarked good-naturedly, "This looks like the start of a beautiful friendship."


	12. Chapter 11

**Chapter 11**

_The sun shone brightly in the sky, its light spreading across the cheery town of toons. Activity was all around as cats, dogs, horses, pigs, and all other manner of Toontown residents hurried to attend to their duties, whether it be fighting cogs, running a shop, or delivering a package. Their eyes were bright and full of the bliss obtained from the purposefulness of their lives. After all, each cog defeated meant another enemy taken down, each sale provided profit, and each package contained something important enough to be delivered in the first place._

_Amidst this hustle and bustle, however, one toon alone stood completely still. He stared off into the distance with a dull, vacant gaze, unhappy thoughts churning in his bitter mind. This toon alone did not have any purpose, or at least none that he could do anything in the way of._

_Indeed, what could he do? His wife had gone missing, and his purpose now was to find her. But he had already searched everywhere possible, already asked anyone who may have known anything, already reported her absence. As much as he wracked his brains, he could think of nothing else that he could do to try and find her. His hopeless search had come to a dead end._

_The lime cat closed his eyes, trying to gather his thoughts. The noise of the toons' activity buzzed around him in a frenzy, but he barely heard it. His mind was occupied by the memory of Magenta, such that he couldn't seem to concentrate on anything else. But at length, he finally managed to push her from his mind for a few moments so that he could focus on figuring out what he should do now._

_The scientist had been staying in an inn since his estate had been burned down. He had been neglecting everything besides his pursuit of Magenta, including work. Loony had gotten in touch with him about his absence, and had been willing to excuse it. At some point, Electro supposed, he would have to go back. Or would he? He had already been considering quitting since the merge with Toon HQ, which was just being finalized. He had not been enjoying the changes during the transition._

_And yet, the idea of work was a little comforting to the cat—he had a purpose there still. Perhaps he would be able to distract himself from his own distraught thoughts for a time if he had something meaningful to focus his attention on._

_Making his decision, the lime cat opened his eyes and slowly started to move. Each step seemed a great effort, but he did not allow himself to quit. He had found a purpose once more, and he needed to accomplish something. He needed to stop feeling completely drained and hopeless, even if it was only temporary._

_The walk felt much longer than usual, but eventually Electro reached Loony Labs. The lime cat managed a small smile as he saw the tall orange brick building with a variety of swirls painted on it in bright colors. Above the building's transparent glass front doors was a large sign that glowed neon green and proudly stated "Loony Labs" in a silly, loopy font. The sight reminded him of all of the fond memories he still retained from his past several years working there. Oh, if only it had not been merged with Toon HQ._

_Electro pushed through the doors, stepping onto the main level of the building. There wasn't much there—Loony had always had some kind of idea as to what he wanted there, but so far it still remained largely unused. Electro had heard that this, too, would change because of the merge. One of his colleagues had told him that Toon HQ apparently deemed it "unprofessional". Most of Loony's practices could probably be viewed as such, but this had never bothered any of the scientists. Loony was not the most professional guy out there, and perhaps he was a bit lazy and reckless too, but he put his heart into his work and cared deeply about the organization he had created. _

_The scientist approached the staircase that led up to the higher levels of the building, and started to climb it. He would be coming in late, but Loony wasn't one to fuss over such things. In any case, the founder was probably still busy dealing with everything that went along with the merge._

_Indeed, upon reaching the general floor of their research he could already see Loony talking to a strange purple rabbit who appeared as if she might be a Toon HQ authority. The short orange mouse didn't even notice the cat's arrival. Electro didn't know what his current assignment was, but felt that he shouldn't interrupt the conversation, so he decided just to go over to his desk._

_There weren't many other scientists on this floor, and Electro guessed that a large project was being built on one of the higher levels. As he was approaching his desk, however, someone asked him, "Excuse me?"_

_Turning in the direction of the voice, the lime cat was surprised to see a chicken looking at him. He did not know this toon, but the chicken was obviously dressed in the attire of a Loony Labs scientist. "Yes?"_

"_Do you know what I'm supposed to be doing? I just started here today but I don't have any idea of what's going on," the chicken asked him uncertainly._

_Now it made sense. This chicken was obviously one of the new scientists that had been hired due to the merge, as Loony Labs needed more workers in order to operate at the standards of Toon HQ._

"_Have you talked to Loony?" Electro inquired._

"_No. I've meant to, but he's been very busy talking to that rabbit," the chicken replied with a frown, nodding in the direction of Loony and the strange rabbit._

"_Yeah, things have been a bit hectic since the merge," the lime cat told him. "I can't help you, sorry. I'm not even quite sure what _I'm_ supposed to be doing right now." He paused for a moment and then said, "But, uh, welcome to Loony Labs I suppose. My name is Electro Keytwist."_

"_I'm Gyro Gearloose," the chicken returned briefly._

_After staring at the chicken for a few moments, Electro asked curiously, "So, are you from around here?"_

_Gyro smiled knowingly, seeming to realize what the cat was thinking. "My parents immigrated from Funny Farms. I was born here."_

_Electro nodded. That made sense. Chickens were not a common sight in Toontown, being more commonly found in different toon civilizations; Funny Farms in particular. "Why did you want to work for Loony Labs?"_

_The chicken shrugged. "It's a job doing something I'm interested in, and I'm trying to save up some money right now. I'd like to go to Funny Farms—it's expensive, though, as you're probably aware."_

"_I've never wanted to travel anywhere myself, but yeah, I've heard how much of a hassle it is," Electro responded. "The pay is decent here, I suppose. It's gotten better with the merge, which is at least one good thing coming out of it, I guess."_

"_You're not happy about it?" Gyro asked._

"_I don't think it's for the best. I'm not pleased with most of the changes."_

_The chicken frowned. "But you've enjoyed working here?"_

"_Yes," Electro answered. "And you probably will too, so long as Toon HQ doesn't mess with it too much."_

_As their conversation continued, the lime cat found himself thinking about Magenta less and less. A thin smile actually crossed his face as the misery within him was slightly relieved by the friendly chatter of a newfound friendship._


	13. Chapter 12

**Chapter 12**

The artificial lights of Pajama Place beamed down upon Eric, making him feel somewhat vulnerable and exposed. It was strange to be back in Toontown, the site of so many crimes he had committed, without some sort of nefarious purpose in mind. It was even stranger to have an HQ officer walking beside him with a cheerful smile on her face; after all, normally such a toon would be trying to catch him as he ran off with some stolen good.

Regarding Dawn, the red cat had not shut up since they had started upon their journey. She didn't seem to care at all that the blue dog was too tired and irritable to even attempt to converse with her, instead simply chattering on about this and that. Her view of the pair as friends had made her even more cheerful than before, if that was even possible, and the HQ officer was certainly being serious about it. The cat had mostly talked of mundane things about her life that she seemed to think a friend of hers ought to know.

Luckily, Eric had succeeded in tuning her out, and had simply concentrated on heading in the direction that Dawn had pointed out. His father had moved to a new estate within the years since the thief had run away, so he didn't actually know the location himself. He still wasn't entirely sure why his father was so well-known around Toon HQ that the red cat would have such exact knowledge of where he lived, but supposed that such information didn't really matter right now.

If the blue dog had not been so exhausted, he might have taken a few moments to consider what exactly he was going to say to his father. They had not exactly left their relationship on a great note. But, of course, Eric _was_ exhausted, and so he just continued to plod along, the thought of finally sinking into a deep sleep being his only motivation.

"How much farther is it?" Eric asked impatiently, abruptly interrupting the HQ officer's stream of chatter.

From the corner of his eye, the dog saw an amused expression cross the red cat's face. "We're probably halfway there or so now," she responded optimistically.

"Ugh," the young dog groaned. After another moment or two, Eric found his attention drawn to the cat's strange squirt gun, and inquired tiredly, "If we're friends now, or whatever, can you actually tell me what that thing is?" The blue dog wouldn't admit it, but his curiosity was a bit peaked by the unusual weapon. He had never seen anything like it.

"Of course," Dawn purred with a pleasant grin. "This is an anti-gag."

"An anti-gag?" Eric repeated dubiously.

The HQ officer nodded. "They're supposed to be the opposite of gags, in order to be more effective against toons rather than cogs. Evidently, this one is based off of a squirt gun."

"And evidently, it doesn't work very well, as all it did was dirty up my fur," the thief couldn't help but remark with a smirk.

"Well, Loony Labs has been working on them for many years, but they're still not perfected," the red cat explained. "The sludge is sometimes a dud. But when it does work, it certainly makes taking down unruly toons such as yourself easier."

"You walk around with faulty weaponry? The toons in Toontown are even more naïve than I remember," Eric commented harshly.

Dawn just shrugged. "We don't have anything better yet. And if you see it when it works, you'll realize that it's worth a null shot here or there."

"Yeah, whatever," the thief just muttered in response.

The young dog expected the cat to resume her endless chatter, but for whatever reason she remained silent as they walked onward. As he, of course, had no intention of striking up a conversation either, the pair travelled forth in silence for a time.

At length, the red cat's voice broke into the soundless night with the words, "Your father's estate is just up ahead here."

The lighting here was dim, and Eric had to squint in the darkness to make out the cluster of estates some distance ahead of him. He wondered which one of them belonged to his father. The closer they became, the more details that the young toon could make out. The buildings were rather small, and somewhat dingy, obviously not the place where those more fortunate within Toontown would choose to live.

The place had a bleak, dismal atmosphere to it that made the blue dog wonder about the current state of his father. Given the fact that he was living in one of these rundown estates, Eric guessed that things had not gone that well for him. His career had already been in ruins at the time of his wife's disappearance, so it was not exactly surprising to his son that he might just be barely getting by.

"He should be in number 474," Dawn informed him. "I'm not sure which one it is; we'll have to look around a bit."

Eric just nodded gruffly without saying anything. The pair began their search, walking around the cluster of houses and peering at the number stamped upon each rotting wooden door. After a short time, they spotted number 474, a house with cream-colored walls and a green roof. There was nothing particularly remarkable about it; the estate was just as small and rundown as any of its neighbors.

"Here we are," the HQ officer pointed out brightly. "After you."

Eric glared back at Dawn's expectant gaze, grunting tiredly, "Let's just get this over with."

The blue dog walked up to the door of the estate, aware that the red cat was following close behind him. Lifting up one paw, he knocked rather loudly, impatient to finish this up so he could go to bed.

A minute or so passed before noise could be heard from within the house. Eric heard the sound of footsteps growing nearer to the door until a deep, gruff male voice from within growled, "This better not be another prank, because it's not funny!"

Before either Eric or Dawn could think up a response to this, the door suddenly swung up open to reveal a blue dog, who in many ways seemed to simply be a much older version of Eric. For several moments, a grumpy scowl hung over the dog's features, but this soon turned to an expression of surprise as the old toon seemed to recognize the younger dog at his door.

"Eric…it's you…" the old dog breathed, seemingly unable to do anything but stare in shock at the sight of his son.

The thief remained silent, unable to come up with anything to say. After all, how exactly do you greet the father that you ran away from several years ago and are still angry with?

It was then Dawn, of course, who saved the situation by inquiring politely of Eric's father, "May we come inside?"

As the old dog's attention moved to the HQ officer, his gaze grew suspicious. "For what purpose?"

"Eric would like to talk about some things with you," the red cat explained kindly, not seeming at all disturbed by the dog's hostile gaze.

The old toon glanced back over at his son. "Is this true?"

"Yeah, I guess," Eric muttered. The whole situation was making him feel uncomfortable and uneasy.

His father paused for a moment, gazing uncertainly at one visitor and then the other before finally sighing, "Fine, come in then."

The old dog stepped back from the doorway, allowing first Eric and then Dawn to step inside the small abode. The door was quickly shut behind them.

Eric peered around the room they had entered. It was small, with few pieces of furniture beyond a TV set and a puny couch. The cream carpet was dirty, and in various places giant patches of it were missing. The white walls were adorned with black scuff marks, but otherwise quite blank and devoid of any decoration.

Turning his attention back to his father, Eric noticed the gray on his muzzle, which served as evidence of his old age. It was much more apparent now than it had been when the thief had run away. With this thought, memories of the old dog suddenly came rushing back.

His name was Sam. A simple name for a simple dog, as Eric's father himself had always said. In later years, others had started calling him Ol' Sam. To those whom he was well liked he was sometimes even known as Good Ol' Sam. Eric recalled fondly that his mother had sometimes referred to the old dog as Sammy, but always in a teasing way of course, since Sam did not enjoy such a nickname. She was obviously the only one who had ever gotten away with it either.

Sam had worked as a detective, and a fairly good one at that. He had always been on some kind of case, working hard to discover the truth. Eric still remembered how strong his father's faith in justice was.

But the memory of Sam's neglect of his son after his wife's disappearance was still sharp in Eric's mind. He could still remember all of those angry, heated arguments that had eventually been too much for him, causing him to leave. The father and son had never gotten along quite smoothly, often clashing. When Eric's mother was still there, she had been the one to keep things stable. After her disappearance, though, who had there been to prevent the two from going at each other's throats?

And now, Eric had no idea what to say to Sam. He still felt angry that the old toon had not tried to be a better father to him; that he had just chosen to completely give up after the disappearance of Eric's mother. Did his son mean anything to him at all?

An awkward silence progressed for several moments as the three toons just stood there, not knowing what to say to one another. Eric was a little surprised that Dawn was remaining quiet, but then realized that perhaps she understood that this was between father and son.

At last, Sam cleared his throat and confessed, "I honestly didn't expect to ever see you again Eric."

"I guess I never really expected to see you again either. But…here I am," Eric responded quietly.

Sam nodded in understanding. After a short pause, he looked directly at his son and said firmly, "I'm sorry."

Eric had not expected such a direct apology. Turning, he peered into his father's gaze and saw within it so much sorrow, pain, and guilt that he could but handle it for a mere moment before turning away once more.

After the young toon had remained quiet for several minutes, Sam added, "I should have cared more for you. When your mother disappeared, it was hard on both of us, and I should have been there to support you…"

Sensing the sincerity of his father's words, Eric couldn't help but realize that he wasn't as angry with the old dog as he had once been. Sam was acknowledging his mistakes, and the thief suddenly realized that the detective had never truly meant to neglect him.

"You should have," Eric said. "But… I know that her disappearance really hurt you. I guess I shouldn't have asked so much of you…"

A thin smile crossed Sam's face now. "I've been worrying about you ever since you ran away. I'm glad you decided to come and talk with me."

Eric nodded, yawning. "Yeah, uh, do you think maybe we could talk more tomorrow or something though? I've kind of been up all night…"

"Of course. You're welcome to stay here, even though it's not much…" Sam glanced over at Dawn. "I suppose she'll be staying as well?"

"Uh, yeah, I guess so," Eric replied. He felt a bit unnerved by the hostile look that his father gave Dawn, but the prospect of sleep was too inviting now for him to bother wasting time on such a subject.

"Alright, I'll go find some blankets and such," the old dog called back to his visitors as he left the room.

"Well, it looks like you've managed to start patching things up with your father," Dawn remarked cheerfully after Sam had gone.

"Uh, yeah, I suppose so," Eric replied. As the thief gazed at her, there was something odd about the red cat's smile that he couldn't quite seem to place.


	14. Chapter 13

**Chapter 13**

Everything was going as usual in Loony Labs. So far, each scientist that had arrived had done so at their usual time and in their usual manner. They had gotten to work without any kind of an unusual hassle or fuss, and their work seemed to be going smoothly. Everything was on schedule.

Despite how many times Professor Mitch had reminded himself of these things already this morning, however, he had not been able to keep himself from shaking anxiously. The regularity and efficiency of the morning's proceedings thus far had done nothing to alleviate his nervousness, and he continued to wait in anticipation of the arrival of one scientist in particular: Electro Keytwist.

Such nervousness made the blue horse quite alert; even though he knew how tired he would be later after his lack of sleep had caught up with him. He had spent much of the night tossing and turning as he worried over this new complication brought forth by Vanilla Frost.

This was, after all, something out of the ordinary. It was something that the Investigation President had deemed important and had used to threaten him. Her talk about the Quarterly Meeting and the implications of such information being revealed had greatly unsettled him, and he knew that something had to be done regarding the situation.

Unfortunately, Keytwist was one of the scientists that came in later in the morning. The Loony Labs President had other things to do besides sitting in his office, staring at the staircase leading to the general research level, and waiting anxiously for the scientist's arrival. But he continuously found himself distracted by the thought of the news of Keytwist meeting with a known enemy of Toon HQ and the knowledge that he would have to be the one to confront him about it.

Mitch was one of the more inexperienced presidents, having only been at the position for two years now, and he still found himself a bit uncertain by many of the aspects of the job. The horse still did not know all of the scientists that well, and he found that interactions with them were still fairly awkward. Keytwist was one of those who had known and worked for the previous president, Dr. Loony Laff, for a while, and was perhaps a bit resentful toward Professor Mitch as a result.

As the horse's fretting continued, he found himself absently straightening a stack of paperwork on his desk for what was probably the hundredth time that day. Glancing at the clock for what was probably the hundredth time as well, he was relieved to note that it was 8:03 A.M., as he recalled that Keytwist normally rolled in at 8:05 A.M. The scientists were due to be in by 8:30 A.M. on most days, but many of them came in early each day in order to get a head start on their work, since things were run on a schedule and there were always certain deadlines that needed to be met.

Sure enough, two minutes later Mitch spotted the short lime cat emerging from the staircase and onto the general floor. The Loony Labs President immediately rose from his chair and strode across the floor briskly in the cat's direction. Keytwist appeared to see the president approaching right before he was about to head over to his desk and so instead remained where he was. As he drew near to the scientist, Professor Mitch noticed the uncertainty in the lime cat's gaze.

"Electro, may I have a word with you in my office?" the royal blue horse asked in a somewhat friendly tone.

"Uh, sure," Electro answered, the uncertainty that Mitch had seen in the cat's eyes now evident in his voice. The president guessed that the scientist was not aware of what this was about.

The blue horse returned to his office with the short lime cat following him. After they had arrived, Mitch turned to face the cat and told him, "Last night, I was made aware of some alarming information in regards to you. Information that brings your loyalty to this organization into question."

The lime cat appeared to be a bit disturbed by this news. "What do you mean?" he asked hesitantly.

"Well…" Mitch paused for a moment as he tried to think of the right words. He didn't want to sound like he was throwing accusations at the scientist. "Apparently, a reliable source of some nature observed you meeting with Gyro Gearloose. Gearloose is, of course, a known criminal, and has shown particular aggression towards this organization, so the fact that you were meeting with him obviously brings your own loyalty into question. It may be seen that you are conspiring with him; potentially giving him information about our work when you know that you have previously agreed to certain confidentiality within your contract."

"So…you basically think that I'm working with Gearloose against Toon HQ," Electro summed it up. Mitch was not able to read the expression on the cat's face.

"No, I never said that," the blue horse protested hurriedly. "I was just suggesting that your actions might cause some to have their suspicions of such a nature. Personally…" He paused for a moment. "Personally, I'm willing to give you the benefit of the doubt. I haven't spoken to anyone else about this—I want to know what you have to tell me."

Electro was quiet for a few minutes before answering, "I suppose I will be honest with you, and trust in your judgment. Yes, it's true, I did meet with Gearloose. But not for any of the malicious motives suggested by you—it was just a visit to an old friend. Nothing more." After a short pause, the scientist muttered, "I suppose you're still going to fire me though."

Mitch did not respond to this right away. Instead, he thought hard about what Electro had told him as he absently arranged the already organized objects on one of the shelves of his office. The horse felt a bit conflicted by the decision he was faced with. Yes, it was certainly true that Electro had met with one of Toon HQ's prominent enemies. But according to him, there had been no malicious intent, and Mitch did recall that the lime cat was said to have once been friends with the chicken when they had both worked at Loony Labs together years ago.

Anyone might still have suspicions about the meeting, of course, as Mitch himself still possessed, yet there was no particular reason to believe them. Electro was, of course, a good scientist and had worked for Loony Labs for many years, and subsequently of course had worked for Toon HQ for many years within Loony Labs. Mitch didn't know him that well, but surely he had proven his loyalty to the organization over the many years he had been there?

At length, the horse turned to face the scientist once again and informed him, "I am not firing you, but I must impress upon you the fact that the actions you committed, regardless of intent, are unacceptable. I should remind you now not to repeat them in the future, or any such similar act. I will be observing you more closely." After a short pause, he decided to add firmly, "Do you understand?"

"Yes, I understand," Keytwist sighed somewhat bitterly in response.

Professor Mitch nodded. "You may return to your regular work now, then."

As the short lime cat exited his office, the blue horse was finally able to relax a little. The talk had gone well, he felt, and the day appeared as if it would proceed normally from here on out. He just hoped that he had made the right decision about Keytwist.


	15. Chapter 14

**Chapter 14**

The rising of the sun had banished the thick fog which had previously obscured the gray landscape of the Outskirts. Now, the true barrenness of the place was exposed, as well as the gauntness of its inhabitants. A small procession of them was coming forth to Gyro's lab. One by one they delivered their stolen goods and then ran off, casting hostile glares at all of those around. A small green mouse stood watching them with a clipboard in her paws, which she made marks on hurriedly every several moments.

Nearby, a blue cat lurked in the shadows of the building, observing the scene with a clever but disinterested gaze. The cat wore a ripped shirt with dark blue and gray stripes, and black trousers that were tight yet still comfortable. A chilly breeze ruffled his blue fur, which was dark and scruffy.

As the sun steadily rose in the slightly cloudy sky above, the procession of rogue toons began to thin. At length, it was gone altogether, and the green mouse was alone at the front of the building. The cat's sharp gaze followed her as she knocked on the door to alert a different group of toons to come out and bring the delivered goods inside, and then started in the cat's direction.

"All but one from yesterday are accounted for now," the mouse reported once she was within earshot.

The cat nodded. "Who is the one?"

The green mouse glanced down at her clipboard. "A blue dog who goes by the name of Eric. He received an order yesterday to steal a tank of oil, but as of yet has failed to deliver one."

A sly smile crept its way onto the blue cat's face. "Ah yes, I know the location of that one's camp. I suppose I should pay him a visit."

The mouse merely nodded in acknowledgement and then turned, walking back toward the lab. Meanwhile, the cat slipped off, scurrying quickly across the barren land. He moved swiftly and without a sound, having acquired such skill during the course of many years of thievery.

The cat's name was Dusty Dynosocks, and he was certainly not one to be trifled with. He had been living in The Outskirts since childhood, and was among Gyro's most trusted henchmen. His responsibilities generally involved maintaining some sense of order in the land by ensuring that all of the inhabitants of The Outskirts obeyed Gearloose's orders accordingly. Those who failed to comply were usually left for the cat to handle.

Dusty continued onward toward Eric's camp, his gaze roving intently across the wasteland for anything he needed to be aware of. But the cat met nothing of interest on his way there, and soon found himself at the site.

The blue cat approached somewhat cautiously, his eyes darting back and forth in search of a blue dog. But there was no one there as far as he could tell, and so he drew nearer. There was a dark green tent, which Dusty peeked inside of, but within was simply a bed with no toon in it and a stash of food. There was nowhere else to check then, since besides the tent the camp seemed to be composed of nothing but several boxes of objects.

Obviously Eric was not at his camp at the moment. Dusty did not know where the dog had gone, but knew that surely he would eventually return to the site. The blue cat entered Eric's tent and sat down on the bed, his sharp gaze staring out from the opening to watch for the dog's return. He remained almost perfectly still, without the impatient fidgeting that many other toons may have experienced.

The dog had not obeyed the order given to him, and such behavior had to be dealt with. Otherwise, it could spread to the rest of them, becoming dangerous. Dusty was well aware of this.

And so, he would wait.


	16. Chapter 15

**Chapter 15**

The morning was not very bright, as pale gray clouds hung in the sky, keeping all but a few rays of sunlight from shining into the small windows of Sam's rugged estate. These rays gently touched the face of a sleeping Eric, who slowly awoke and lifted his head groggily. The blue dog still felt somewhat tired, as he had not gotten nearly as much sleep as usual, but resolved to get up as his back was hurting.

His father's bed was the only one in the estate, so Eric and Dawn had been forced to sleep on blankets on the floor. Dawn hadn't complained of course, and Eric had been much too sleepy to. In fact, due to his exhaustion the blue dog had fallen asleep almost immediately, though now the pain from the night on the hard floor was catching up with him.

Yawning loudly, Eric stood up and left the bedroom he had slept in, heading for the one in which Dawn had chosen to rest. The blue dog guessed that she was already awake, which he found to be true after opening the door and seeing no sign of the red cat.

The young toon then went to the living room, which was the largest room in the house, and saw Dawn sitting on the only couch and watching Sam's small TV. There was no sign of his father.

"Good morning," the HQ officer greeted him cheerfully upon noticing his presence.

The blue dog just nodded. "Is my father up yet?"

"Not as far as I know," Dawn replied. "I've been awake for a while; couldn't get much sleep."

"Yeah, I slept pretty well but now my back is killing me," Eric said with a sigh. After another glance at her he added, "You don't really seem to be very tired, though."

It was true. The red cat was acting perfectly alert and well-rested. But she just shrugged and told him, "I'm used to late night missions."

"Whatever," Eric muttered, not all that interested in the subject. After a pause he remarked, "I'm hungry."

Dawn nodded in agreement. "Me too. I peeked in his kitchen and there isn't very much in there. I suppose we'll have to go out and grab something."

"I have food back at my camp," the blue dog reminded her. "I'll just eat when I get back there."

"You're going back to the Outskirts?" the red cat asked, sounding a little surprised.

"Well, yeah… I live there," Eric pointed out.

"So you're going to keep working for Gearloose?" Dawn inquired intently then.

The blue dog suddenly remembered what he and the cat had discussed the previous night, and the reasoning behind them visiting his father. Dawn wanted him to help Toon HQ take down Gyro Gearloose.

"I haven't decided yet," the thief told her uncertainly after a short pause, still unsure about the idea of giving up his current life in the Outskirts and helping rid Toontown of Gearloose and his cogs.

The red cat's gaze was thoughtful as she looked at him. "Come on, help me, Eric. I still want to get into Gearloose's lab and see what I can find."

The thought of breaking into the chicken's lab was terribly exciting to Eric, and it seemed as if he would be able to get along with his father more now. Perhaps he could return to Toontown if he wanted. And even if he didn't, when Gearloose was gone he could always decide to stay in the Outskirts and do what he wanted instead of following the scientist's orders.

"Fine, I'll help you," Eric consented somewhat hesitantly. Then he quickly added, "Don't expect me to start being like all of the other goody goody toons here though."

Dawn simply smiled pleasantly. "I knew you'd come around eventually."

"What's all of this about Gyro Gearloose?" Sam's gruff voice sounded from the direction of the kitchen. The old dog emerged into the living room a moment later and faced the younger toons with a curious and slightly suspicious stare.

"Good morning," the HQ officer greeted him cheerfully. "Eric has agreed to help me break into Gearloose's lab."

"Really? And how can my son help you with that?" Sam inquired. Eric felt uncomfortable as he noticed his father staring at Dawn with that same hostile glare as when they had first arrived.

"Well, he's been living in the Outskirts for some time as a thief, so he has some knowledge about the lab itself while also being skilled at breaking into places and stealing things, I would imagine," Dawn explained in a friendly tone, seemingly oblivious to the old dog's hostility, or simply choosing to ignore it.

Sam nodded in understanding. "So, that's where you ran off to, Eric… Well, Gearloose's lab, huh? Is Toon HQ finally looking to make a big move on the whole cog thing or something?"

The HQ officer shrugged. "I'm simply gathering information."

Suddenly, it occurred to Eric that his father already seemed to know about the scientist's connection to the cogs. Abruptly he inquired, "How do you know that Gearloose is the creator of the cogs?"

"Well, I may not be much of a detective anymore, but I was once a fairly decent one," the older toon reminded his son in a slightly irritable tone. "When cogs started showing up on Toontown's streets, I investigated and soon discovered Gearloose's operations in the Outskirts. I spent a good deal of time finding out what I could about the whole thing. Not that anything ever really came of it anyway, and it was too risky for me to do anything like what you're about to do. I was mostly forced to observe from afar."

As this topic arose, Eric saw Dawn's eyes begin to glow with interest. "So you might know some things that would be useful in our endeavor," the cat pointed out brightly.

"Well, I suppose it's possible," Sam muttered guardedly, not sounding as if he were going to divulge anything he might be aware of.

But Eric was curious now. "You might as well tell us. It's not as if it's going to any use otherwise."

The old blue dog turned a thoughtful gaze upon his son and sighed. "That's true, I suppose. Fine, I will tell you what I can remember that may aid you." He cleared his throat, and then began. "Gearloose's lab is not the only building he built in the Outskirts. There are other places, for other purposes, which I learned by following different henchmen of his and in a few cases the scientist himself. I couldn't take you to any of them now as it has been many years, and for the same reason I don't remember what all of them were for. In regards to some of them I don't think I was ever able to find out their purpose. What is to be understood from that is that the lab is Gearloose's place to experiment and plan—you won't find everything you might be looking for there, since there are other places for such things. In a similar manner the lab has multiple floors, and each floor has a usual purpose of some nature. This I learned by actually talking to one of the toons who had worked in the lab, but later left the Outskirts and chose to return to Toontown. She revealed to me that the very top floor was where one would probably find the most important information, as Gyro did a lot of planning there. As there are other buildings, Gearloose isn't in his lab all of the time, though he is there for much of each day. His schedule seemed irregular to me, but I saw him leave to go somewhere during the afternoon several times. During the morning and evening the lab is bustling with activity and many of the henchmen come to deliver items and such as they were ordered to, so once against sometime around the afternoon seems like it would be the best time to go in as there is less going on and Gearloose may not be around. The place didn't have a security system or something as far as I could tell; most likely Gearloose has certain henchmen that stand guard. I can't really think of anything else."

"Do you remember if one of these other buildings might have been for a specific weapon?" Dawn inquired almost immediately after the old dog had finished speaking.

Sam hesitated for a moment before telling her somewhat reluctantly, "Yes, I believe one was devoted to such a thing. I remember following Gearloose to such a place once. I think it was to the north of the lab, if you wish to go there."

The red cat shook her head decisively. "We'll stick to the lab for now, since we know for certain where that is." Turning to Eric, she informed him, "We should probably get going here then if we want to get to the lab in the afternoon."

Eric nodded. "Fine, let's go then," he mumbled, turning towards the door.

However, Sam called out gruffly, "Wait, Eric, could I talk with you for a moment in private?"

The young dog paused and looked over at his father uncertainly. "Why do you need to talk to me in private?" he asked the old dog apprehensively.

In response, Sam just growled insistently, "It's important."

"It's fine, I'll just wait for you outside, Eric," Dawn spoke up then in a mild tone. But as the red cat walked to the door, Eric noticed that she seemed less friendly than before.

As soon as the HQ officer had left the house, the younger toon asked his father impatiently, "Okay, we're alone now, what is it?"

"How did you meet Dawn?" Sam inquired in response.

The question surprised Eric a little, but he quickly recounted the events of the previous night. "When I was returning to my camp in the Outskirts last night Dawn was there searching for information or whatever. I managed to trick her into a trap and capture her, and then started to take her to Gearloose's lab. She ended up untying herself and we got to talking and she started saying that she wanted my help or something. Eventually she found out that you were my father and that I had run away to here because of stuff with you and made me come here to talk to you. And now I guess we're kind of friends or whatever. Why?"

The old blue dog remained silent for several long moments before saying quite seriously, "I'm glad to see you again, Eric. And I suppose it's good that Dawn is causing you to stop being a criminal. But I would advise you not to trust her too much."

Sam's warning was alarming to Eric. "What do you mean I shouldn't trust her?" the young toon demanded angrily.

But all his father told him before turning and walking back into the kitchen was, "Good luck with your mission."

For a moment, Eric was tempted to head after his father and demand him to elaborate. But then he remembered that Dawn was waiting for him, and his father was just old and probably suspicious of everything. Besides, while they had begun to put the past aside, Eric had still not come to fully forgive the old toon.

And so for these reasons the young dog simply exited the house and joined Dawn, leaving his father's suspicions behind him.


	17. Chapter 16

**Chapter 16**

Dawn strode confidently in the direction of Donald's Dreamland with Eric at her side. The young dog had seemed somewhat disgruntled after leaving his father's house, but had not mentioned anything about what his father had said to him in private. The red cat had left the subject alone, which she thought was best.

After putting the collection of rundown estates behind them, the two toons had gone to Dawn's estate in Daisy Gardens, where they had eaten breakfast and equipped themselves for the mission. The HQ officer had traded her black leather suit for a gray one, which would suit her better against the dull landscape of the Outskirts in the afternoon. Eric had not changed his outfit. The red cat had decided to bring her sludge gun again, as well as a few one-time use anti-gags packed into her suit. She had entrusted Eric with a small selection of the buggy weapons as well, but only after she had informed the thief of what each one was and how to properly use it of course.

Now they were entering Donald's Dreamland, as Eric was more familiar with the route to Gyro's lab from there. The pair slipped through the playground, which was abuzz with the activity of toons, and went out into the Outskirts. The dark, foreboding landscape was not quite as intimidating now due to the pale sunlight washing over it and the absence of the heavy fog from the previous night.

"If we come across any of your fellow rogues out here, we'll have to act quickly," Dawn informed her companion.

"I know," Eric replied irritably. "It's not as if any of us were ever friends."

The HQ officer said nothing to this, remaining silent and alert as they pressed onward. This mission was important, and now was the time for seriousness. Eric led the way, and the two toons were lucky enough not to encounter any of Gearloose's henchmen before the chicken's lab became visible in the distance.

The pair stopped, and Dawn swept her gaze over the area, searching for any threats. They would need to be extra careful now. She slowly crept forward, trying to use the hills as some sort of cover, while Eric followed behind her. If they were spotted now, there would be no chance of safely infiltrating the place.

They managed to get close enough to observe that there were only two toons outside of the lab—an orange mouse and a purple pig. These toons seemed to be packing an assortment of objects into boxes, but Dawn couldn't quite make out what they were. In any case, she was more interested in the fact that the work occupied them, which would help to keep them from noticing the HQ officer or her companion.

Turning back to look at Eric, the red cat inquired, "How do we get inside?"

The blue dog frowned, peering past Dawn's shoulder at the place. "Obviously we can't get in through the front door. There's a back door, but that's risky too. I think there's a side entrance of some sort that we may be able to use, but I don't remember which side."

"We'll just have to check both, then," Dawn said decisively. Glancing over at the mouse and pig she asked, "This side entrance isn't guarded?"

Eric shrugged. "I've never been inside the lab, so I don't really know."

"Okay. Let's quickly run to this side of the building and check it for an entrance. If it's not on this side we'll make sure that there's no one hanging around in the back of the building and then go that way to the other side."

After Eric nodded in understanding the red cat took off toward the side of the building at a rapid pace. Once there she peered down the length of the wall, noticing nothing but blank white stone.

"Looks like it's on the other side. Of course," Eric pointed out unenthusiastically after he had reached the wall himself.

"This isn't supposed to be easy," Dawn reminded him brightly in response. She took care to keep her voice low, well aware that the two henchmen packing objects were nearby. "Come on, let's make sure that there's no one around back."

The red cat cautiously moved towards the back of the building and peered around the corner, happily noting that there were no toons about. She then stepped out with Eric following her close behind, and the two toons made their way to the other side of the lab. Once there, a rusty metal door set in the wall became apparent as the side entrance that the blue dog had remembered.

Smiling cheerfully at the sight of a way into the building, Dawn turned to Eric and asked lightheartedly, "So, master thief, how do we get this open?"

Eric shot a glare at the HQ officer and walked closer to the door. The red cat watched him as he put his paws on it and tried to pull it open. After a few futile moments he turned back to her and said, "I don't think it's locked, just rusted shut. If we can scrape some of the rust away we might be able to pry it open."

Gazing thoughtfully at the door, Dawn approached it with her sludge gun in hand. She then proceeded to scrape at the rust with it, and was glad to see that it was working, if slowly. After a few minutes she had managed to remove a decent amount of the rust between the door and the doorway. Eric then came up beside her and both of them placed their paws on the door, summoning up what strength they had in order to open up the side entrance. It was tough, but at last the door was opened.

Dawn held her sludge gun at the ready, though thankfully was given no reason to use it. She found herself looking into a short hallway that appeared to be unguarded. The cat recalled that Sam had not thought there was any type of security system, but the old dog had not seemed certain of the fact. His investigation into Gearloose and his operations had been some years ago as well, in which time a security system may have been added. In any case, they would just have to risk it.

The HQ officer silently led the way into the building, becoming serious once more. Upon reaching the end of the hallway she pressed herself up against the right wall and peered out cautiously. To the left was a longer hallway, but to the right there was an opening into a larger space. As there didn't seem to any toons immediately nearby, she headed in that direction with Eric following her close behind.

After Dawn had gotten closer she observed that the space appeared to be some sort of lobby. The front door was set in the far wall and not far from it a group of chairs had been arranged together. The rest of the space was nothing but featureless, slightly dirty white linoleum floor. The only notable things in the area were the bottom of a spiral staircase and a brown bear standing guard by the front door.

It was evident that any desired information would be found on the upper floors, so the pair would need to get up the staircase. The presence of the bear was a problem however, as the front door was directly across from the stairs and the guard would surely see them.

Pulling a pair of gray hypno goggles out of her suit, Dawn turned to Eric and whispered, "These hypno googles are designed to work on toons. I'm going to lure the bear over here with them, and then you'll have to take my sludge gun and squirt him in the face real quick before he can do anything. Okay?"

"No, not okay; what do you expect this to do? Do you not remember how much of a failure your little sludge gun was against me?" Eric demanded doubtfully.

"If it works correctly, we shouldn't have anything to worry about. If it doesn't, he will at least be disoriented for a couple of moments, which should be enough time for me to pull out a different anti-gag and take care of it," Dawn replied patiently.

"Fine," the blue dog said reluctantly, still not seeming convinced as he accepted the sludge gun from the cat. "Let's just do this already then."

The HQ officer nodded to him and then put on the hypno goggles. She cautiously slipped out into the open, creeping nearer to the bear. As soon as he looked in her direction she caught his gaze, forcing him to follow her. The brown bear moved slowly and in a clumsy manner toward the two toons for several minutes. Once he had drawn near enough, Eric came forward and rapidly squirted the guard in the face with gray sludge.

Dawn quickly put a paw to one of the other anti-gags she had brought along, prepared to pull it out and aim it at the bear if necessary. But there was no need for this, as the sludge had done its job properly this time in draining the bear of his laff, and after a couple of minutes he had collapsed upon the ground.

As the red cat cheerfully pulled off the hypno goggles, she heard Eric ask, "Is he Sad?"

Peering down at the unconscious bear, Dawn responded, "No, but he lost a lot of laff very quickly and it's taken a toll on him. Come on, we need to get up the stairs and find some useful information before someone catches us."

As the two toons started to climb the spiral staircase, the red cat noticed out of the corner of her eye that Eric looked perhaps a bit shocked by how effective the sludge had been this time. Perhaps he was realizing how lucky he had been for it to fail when Dawn had squirted it at him the previous night. An amused grin flitted briefly across the HQ officer's features, but she said nothing.

The pair continued purposefully up the staircase, doing what little they could to make themselves less visible. The stairs seemed to wind their way through all of the building's floors. On the first several levels there were small groups of Gyro's henchmen completing various tasks, and the intruders quickened their pace as they passed them by. Luckily no one seemed to notice them.

The next two floors they reached were devoid of any toons, and so the two stopped briefly on each one to take a short look around. Finding nothing of any interest, however, they continued on until they reached the second to last floor. Once again there were no toons in sight, but Dawn's attention was attracted by several strange machines.

The red cat entered the room, intending to take a closer look at the objects. From what she could tell, they seemed to be unfinished projects of Gearloose's. A few stray tools suggested that he had been working on them recently. While she inspected each one, the HQ officer's gaze was drawn to two in particular, for they had the appearances of cogs. One of them looked like a normal skelecog, and seemed to be completed in that respect. The other one, meanwhile, seemed like a half-finished skelecog, but instead of the usual dull, gray appearance that most skelecogs had it was shiny and jet black.

As Dawn examined the two works curiously, Eric inquired from behind her, "Are these supposed to be cogs?"

"It looks like it," the red cat responded.

"But why would he be making more? Doesn't he have enough cogs already?" the blue dog asked with a frown.

"You would think so, but it seems that he's still looking to expand them further. Not long ago, we started seeing some weird new cogs in Bossbot HQ. Toons found that after defeating them once, it just broke down some sort of outer shell and they then looked like skelecogs and had to be defeated again. We later found out that they're called V2.0 cogs. I've fought a couple of them before, and the completed skelecog here kind of looks like it might be a V2.0 cog without its outer shell. This one on the right, though… I have no idea what it could be. Something new I suppose."

After explaining this, Dawn took out the camera that she had brought along for such an occasion. She then snapped a picture of the two unfinished cogs, and a separate closer picture of the strange black skelecog.

"Alright, let's go see if we can find anything of interest on the top floor," the red cat told Eric brightly as she stowed away the camera.

"Okay, but then we better get out of here before someone finds that bear or something," Eric pointed out.

Dawn just nodded and returned to the spiral staircase, starting the ascent to the very top floor of Gyro's lab. This was where Sam had suggested they would find the most important information, and she hoped that he was right. The picture of the black skelecog was interesting, but not very helpful if they had no way of knowing what Gyro's plans were for it.

They soon reached the top floor. Dawn half expected to find Gearloose in there, since they had not seen the evil chicken yet, but he was not in sight. This room was somewhat smaller than the others, and its main feature seemed to be a long wooden desk. Approaching it slowly, the red cat observed two blueprints lying on its surface side by side. The left one was titled "V2.0 Cog" and the right one "V3.0 Cog". Here was the answer to what that black skelecog was to be.

Just as she had pulled out her camera to take a picture of the blueprints, however, an angry voice exclaimed from behind them, "What are you doing in here?!"

Whirling around, Dawn saw a red monkey standing at the entrance to the room. The toon was fixing them with a fierce glare. Before the HQ officer could think to pull out one of the anti-gags in her suit, Eric lifted Dawn's sludge gun, as the cat had forgotten to ask for it back earlier, and squirted the monkey in the face.

Unfortunately the red cat could see that the sludge wasn't working as well as it had on the bear. Knowing that Gyro's henchmen in the building were likely to start swarming up the stairs in a few moments, she decided not to pull an anti-gag from her suit and instead pushed her way past the monkey, who was temporarily blinded by the gray sludge. Glancing behind her, she was about to tell Eric to run but saw that he had already pushed his way past the toon as well and was following her closely with the sludge gun held at the ready.

Dawn swiftly raced down the stairs, only pausing at one point to pull a dark gray pie from her suit and throw it at the face of a yellow pig who had peeked out from his floor to see what was going on. As Gearloose's henchmen started to realize what was happening, the intruders reached the bottom floor and hurried over to the side entrance that they had used to enter the lab. They soon exited the place and sped out into the dark hills of the Outskirts.

Her heart beating furiously against her chest, Dawn did not dare to slow down until they had covered a fair distance from the lab. She came to a stop, not entirely sure where they were, but knowing that Eric would have some idea of where to go from here. The mission had been successful, even if they had not gotten to spend as much time investigating the top floor as she would have liked. They now knew what Gearloose was working on, and could aim to interrupt his efforts. In any case, Eric had been very helpful, and the red cat knew that she had been glad to have him there. Perhaps she would remember to tell him that, so she could feel a little less guilty about the true reason she had insisted for him to help her.


End file.
